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Registration No. 33-46613
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
GENERAL SIGNAL CORPORATION
(Name of registrant as specified in charter)
New York 16-0445660
(State of Incorporation) (I.R.S. No.)
ONE HIGH RIDGE PARK, STAMFORD, CONNECTICUT 06904
(203) 329-4100
(Address of Principal Executive Offices)
GENERAL SIGNAL CORPORATION
SAVINGS AND STOCK OWNERSHIP PLAN
(Full title of the plan)
JOANNE L. BOBER, ESQ.
Senior Vice President, General Counsel and Secretary
GENERAL SIGNAL CORPORATION
One High Ridge Park, P.O. Box 10010
Stamford, Connecticut 06904
(203) 357-8800
(Name, address and telephone number of agent for service)
Pursuant to Rule 429 of the General Rules and Regulations under
the Securities Act of 1933, as amended, this Registration
Statement also serves as a Post-Effective Amendment to
Registration Statement No. 33-22356.
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GENERAL SIGNAL CORPORATION
SAVINGS AND STOCK OWNERSHIP PLAN
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The information listed below, which has been filed by the
Corporation or the Plan with the Commission, is specifically
incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended December
31, 1996 of the Corporation.
(b) Annual Report on Form 11-K for the year ended December
31, 1996 of the Plan.
All reports and other documents subsequently filed by the
Corporation or the Plan pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 prior to the filing
of a post-effective amendment that indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the
filing of such reports and documents.
Item 4. Description of Securities
The authorized capital stock of the Corporation consists of
150,000,000 shares of Common Stock, and 10,000,000 shares of
Preferred Stock, par value $1.00 per share (the "Preferred
Stock"). The shares of Common Stock issued through 1969 (1.96
million shares) have a par value of $6.67 per share and the
shares of Common Stock issued since then have a par value of
$1.00 per share. The Board of Directors of the Corporation is
empowered to cause shares of Preferred Stock to be issued in one
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or more series, with the number of shares in each series and the
rights, preferences and limitations of each series determined by
it. As of the date of this Prospectus, no shares of the
Preferred Stock of the Corporation were outstanding.
Subject to any limitations prescribed in connection with the
issuance of any outstanding shares of Preferred Stock, dividends
as determined by the Board of Directors of the Corporation may be
declared and paid on the Common Stock from time to time out of
any funds legally available therefor. The holders of Common
Stock are entitled to one vote per share and do not have
cumulative voting rights or preemptive rights. The Corporation's
Common Stock is not subject to further calls and all of the
outstanding shares of Common Stock are fully paid and non-
assessable.
On February 1, 1996, the Board of Directors declared a
dividend distribution of one Common Stock Purchase Right (the
"Right") for each share of Common Stock outstanding on March 21,
1996. Shares issued subsequent to March 21, 1996 automatically
receive these Rights. The Rights expire on March 21, 2006,
unless redeemed or exchanged earlier by the Corporation. Each
Right entitles its registered holder to purchase from the
Corporation one share of Common Stock at a price of $150 per
Share, subject to adjustment to prevent dilution.
The Rights are not exercisable and cannot be transferred
separately from the Common Stock until: 1) a person or group
publicly announces the acquisition of, or obtains the right to
acquire, 20% or more of the outstanding shares of the
Corporation's Common Stock; or 2) a tender or exchange offer is
announced or commenced which would result in such an acquisition.
Within 10 days after such a 20% interest has actually been
obtained, the Corporation is entitled to redeem all of the Rights
at a price of $0.01 per Right.
If certain triggering events occur, and unless the Rights
are redeemed by the Corporation, the Rights holder is entitled to
receive for $150 per Right the number of shares of General
Signal's or an acquiring corporation's common stock having a
market value of $300, subject to adjustment to prevent dilution.
This provision does not apply to Rights that are beneficially
owned by the acquirer. These triggering events are: 1) the
Corporation is acquired in a merger or other business combination
transaction; 2) 50% or more of its assets or earnings power are
sold or transferred; 3) an acquirer engages in one of a number of
self-dealing transactions specified in the Rights Agreement; or
4) an acquirer becomes the beneficial owner of 20% or more of the
Corporation's outstanding shares of Common Stock.
The Transfer Agent and Registrar for the Common Stock is
First Chicago Trust Company of New York.
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Item 5. Interests of Named Experts and Counsel
The financial statements and schedule of General Signal
Corporation and consolidated subsidiaries appearing in General
Signal Corporation's Annual Report (Form 10-K) for the year ended
December 31, 1996, and the financial statements of the
General Signal Corporation Savings and Stock Ownership Plan
appearing in the Plan's Annual Report (Form 11-K) for the year
ended December 31, 1996, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon
included therein and incorporated herein by reference. Such
financial statements are, and audited financial statements to be
included in subsequently filed documents will be, incorporated
herein in reliance upon the reports of Ernst & Young LLP
pertaining to such financial statements (to the extent covered by
consents filed with the Securities and Exchange Commission) given
upon the authority of such firm as experts in accounting and
auditing.
Legal Opinion
Certain legal matters in connection with the securities
offered by this Prospectus have been passed upon by Cahill Gordon
& Reindel (a partnership including a professional corporation),
counsel for the Corporation.
Item 6. Indemnification of Directors and Officers
Article V, Section 1 of the By-Laws of the Corporation reads
as follows:
"SECTION 1: Except to the extent expressly prohibited by the
New York Business Corporation Law, the Corporation shall
indemnify each person made or threatened to be made a party to
any action or proceeding, whether civil or criminal and whether
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by or in the right of the Corporation or otherwise, by reason of
the fact that such person or such person's testator or intestate
is or was a director or officer of the Corporation or serves or
served at the request of the Corporation any other corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise in any capacity while he or she was such a director or
officer (hereinafter referred to as Indemnified Person),
against judgments, fines, penalties, amounts paid in settlement
and reasonable expenses, including attorneys' fees, incurred in
connection with such action or proceeding, or any appeal therein,
provided that no such indemnification shall be made if a judgment
or other final adjudication adverse to such Indemnified Person
establishes that either (a) his or her acts were committed in bad
faith, or were the result of active and deliberate dishonesty,
and were material to the cause of action so adjudicated, or (b)
that he or she personally gained in fact a financial profit or
other advantage to which he or she was not legally entitled.
The Corporation shall advance or promptly reimburse upon
request any Indemnified Person for all expenses, including
attorneys' fees, reasonably incurred in defending any action or
proceeding in advance of the final disposition thereof upon
receipt of an undertaking by or on behalf of such Indemnified
Person to repay such amount if such Indemnified Person is
ultimately found not to be entitled to indemnification or, where
indemnification is granted, to the extent the expenses so
advanced or reimbursed exceed the amount to which such
Indemnified Person is entitled.
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Nothing herein shall limit or affect any right of any
Indemnified Person otherwise than hereunder to indemnification or
expenses, including attorneys' fees, under any statute, rule,
regulation, certificate of incorporation, by-law, insurance
policy, contract or otherwise.
Anything in these by-laws to the contrary notwithstanding,
no elimination of this by-law, and no amendment of this by-law
adversely affecting the right of any Indemnified Person to
indemnification or advancement of expenses hereunder shall be
effective until the 60th day following notice to such Indemnified
Person of such action, and no elimination of or amendment to this
by-law shall thereafter deprive any Indemnified Person of his or
her rights hereunder arising out of alleged or actual
occurrences, acts or failures to act prior to such 60th day.
The Corporation shall not, except by elimination or
amendment of this by-law in a manner consistent with the
preceding paragraph, take any corporate action or enter into any
agreement which prohibits, or otherwise limits the rights of any
Indemnified Person to, indemnification in accordance with the
provisions of this by-law. The indemnification of any
Indemnified Person provided by this by-law shall be deemed to be
a contract between the Corporation and each Indemnified Person
and shall continue after such Indemnified Person has ceased to be
a director or officer of the Corporation and shall inure to the
benefit of such Indemnified Person's heirs, executors,
administrators and legal representatives. If the Corporation
fails timely to make any payment pursuant to the indemnification
and advancement or reimbursement of expenses provisions of this
Article V and an Indemnified Person commences an action or
proceeding to recover such payment, the Corporation in addition
shall advance or reimburse such Indemnified Person for the legal
fees and other expenses of such action or proceeding.
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The Corporation is authorized to enter into agreements with
any of its directors or officers extending rights to
indemnification and advancement of expenses to such Indemnified
Person to the fullest extent permitted by applicable law, but the
failure to enter into any such agreement shall not affect or
limit the rights of such Indemnified Person pursuant to this
by-law, it being expressly recognized hereby that all directors
or officers of the Corporation, by serving as such after the
adoption hereof, are acting in reliance hereon and that the
Corporation is estopped to contend otherwise. Persons who are
not directors or officers of the Corporation shall be similarly
indemnified and entitled to advancement or reimbursement of
expenses to the extent authorized at any time by the Board of
Directors.
In case any provision in this by-law shall be determined at
any time to be unenforceable in any respect, the other provisions
shall not in any way be affected or impaired thereby, and the
affected provision shall be given the fullest possible
enforcement in the circumstances, it being the intention of
the Corporation to afford indemnification and advancement of
expenses to its directors or officers, acting in such capacities
or in the other capacities mentioned herein, to the fullest
extent permitted by law whether arising from alleged or actual
occurrences, acts or failures to act occurring before or after
the adoption of this Article V.
For purposes of this by-law, the Corporation shall be deemed
to have requested an Indemnified Person to serve an employee
benefit plan where the performance by such Indemnified Person of
his or her duties to the Corporation also imposes duties on, or
otherwise involves services by, such Indemnified Person to the
plan or participants or beneficiaries of the plan, and excise
taxes assessed on an Indemnified Person with respect to an
employee benefit plan pursuant to applicable law shall be
considered indemnifiable fines. For purposes of this by-law, the
term `Corporation' shall include any legal successor to the
Corporation, including any corporation which acquires all or
substantially all of the assets of the Corporation in one or more
transactions.
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The Corporation also has entered into individual contracts
with all its directors, Chief Financial Officer and General
Counsel providing for indemnification similar to the
indemnification provisions in the By-laws.
Sections 721 through 726 of the New York Business
Corporation Law contain provisions for indemnification by the
Corporation, under certain circumstances, of officers and
directors of the Corporation for certain liabilities which may be
incurred by them in their capacities as such.
The Corporation has purchased insurance to indemnify the
Corporation and all of its directors, officers and certain other
employees who hold management positions in the Corporation and
its operating divisions and subsidiaries for those liabilities in
respect of which such indemnification insurance is permitted
under the laws of the State of New York.
The Corporation has additionally purchased insurance, as an
extension of the foregoing policy, covering any directors,
officers, and full-time salaried employees who are or shall be in
breach of any fiduciary duty imposed by the Employee Retirement
Income Security Act of 1974 upon fiduciaries as defined under
that Act.
The Corporation's Certificate of Incorporation provides that
a director of the Corporation shall not be personally liable to
the Corporation or its shareholders for monetary damages for
breach of duty as a director unless the director's acts or
omissions (a) were in bad faith, (b) involved intentional
misconduct or a knowing violation of law, (c) resulted in the
director deriving an improper personal benefit, or (d) resulted
in the paying of a dividend, the approval of a stock repurchase,
the distribution of corporate assets upon dissolution, or the
making of a loan to a director in violation of Section 719 of the
New York Business Corporation Law.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.
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The undersigned registrant hereby undertakes that it will
submit or has submitted the General Signal Corporation Savings
and Stock Ownership Plan (the "Plan") under which the securities
registered hereby are issued and any amendment thereto to the
Internal Revenue Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS in order to qualify
the Plan.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
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(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
registration statement or amendment to the registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stamford, and the State of Connecticut
on this 6th day of May, 1997.
GENERAL SIGNAL CORPORATION
By: /s/ Joanne L. Bober
Senior Vice President, General
Counsel and Secretary
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Pursuant to the requirements of the Securities Act of 1933,
this registration statement or amendment to the registration
statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
Michael D. Lockhart* Chairman and Director May 6, 1997
(Principal Executive Officer)
Terence D. Martin* Executive Vice
President- May 6, 1997
and Chief Financial Officer
(Principal Financial Officer)
Raymond L. Arthur* Vice President and
Controller May 6, 1997
(Principal Accounting Officer)
H. Kent Bowen* Director May 6, 1997
Van C. Campbell* Director May 6, 1997
Michael A. Carpenter* Director May 6, 1997
Ursula F. Fairbairn* Director May 6, 1997
Ronald E. Ferguson* Director May 6, 1997
Robert D. Kennedy* Director May 6, 1997
John R. Selby* Director May 6, 1997
*By /s/ (Joanne L. Bober, Attorney-in-fact)
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The Plan. Pursuant to the requirements of the Securities
Act of 1933, the General Signal Corporation Savings and Stock
Ownership Plan has duly caused this registration statement or
amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City
of Stamford and the State of Connecticut on this 6th day of May,
1997.
General Signal Corporation
Savings and Stock Ownership Plan
By: /s/ Joanne L. Bober
Vice President, General Counsel
and Secretary
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Pursuant to the requirements of the Securities Act of 1933,
this registration statement or amendment to the registration
statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
Elizabeth D. Conklyn* Chairman, Corporate May 6, 1997
Benefits Committee
Thomas A. Cunnane* Member, Corporate May 6, 1997
Benefits Committee
Lewis Nerish* Member, Corporate
Benefits Committee May 6, 1997
David J. Newman* Member, Corporate May 6, 1997
Benefits Committee
*By: /s/ Joanne L. Bober, Attorney-in-fact
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INDEX TO EXHIBITS
GENERAL SIGNAL CORPORATION
EXHIBITS TO REGISTRATION STATEMENT
ON FORM S-8
Exhibit No. Description
4.1* Restated Certificate of Incorporation of
General Signal Corporation, as amended
through April 21,1994 (Exhibit 3.1 of the
registrant's 1994 Form 10-K filed March 21,
1995).
4.2* By-laws of General Signal Corporation, as
amended through March 20, 1997. (Exhibit 3.2
of the registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1997
filed April 23, 1997).
4.3* Rights Agreement, dated as of February 1, 1996,
between General Signal Corporation and First
Chicago Trust Company of New York, as Rights
Agent. (Exhibit 4 of the Registrant's Form 8-A
filed February 7, 1996).
4.4* General Signal Corporation Savings and Stock
Ownership Plan as amended and restated October
17, 1996 (Exhibit 4.1 of the Annual Report on
Form 11-K for the fiscal year ended December 31,
1996 for the General Signal Corporation Savings
and Stock Plan filed May 6, 1997).
5.1* Opinion of Cahill Gordon & Reindel (Exhibit
5.1 to R.S. No. 33-46613).
23.1 Consent of Ernst & Young LLP (filed herewith).
23.2* Consent of Cahill Gordon & Reindel (see
Exhibit 5.1 incorporated by reference herein).
24.1* Powers of Attorney for Michael D. Lockhart,
Terence D. Martin, Raymond L. Arthur, H. Kent
Bowen, Van C. Campbell, Michael A. Carpenter,
Ursula F. Fairbairn, Ronald E. Ferguson,
Robert D. Kennedy and John R. Selby (Exhibit
24.1 to R. S. 333-25781).
24.2 Powers of Attorney for Elizabeth D. Conklyn,
Thomas A. Cunnane, Lewis Nerish and David J.
Newman (filed herewith).
_______________
* Incorporated by reference to a previous
Registration Statement (R.S.), Post-Effective
Amendment, Form 10-K, Form 11-K, or Form 10-Q.
EXHIBIT 23.1
Consent of Independent Auditors
The Board of Directors
General Signal Corporation
We consent to the reference to our firm under the caption
"Experts" in Post-Effective Amendment No. 3 to the Registration
Statement (Form S-8 No.33-46613) pertaining to the General Signal
Corporation Savings and Stock Ownership Plan and related
Prospectus and to the incorporation by reference therein of our
reports (a) dated January 24, 1997, with respect to the financial
statements and schedule of General Signal Corporation and
consolidated subsidiaries included in its Annual Report (Form 10-
K) and (b) dated April 2, 1997, with respect to the financial
statements of the General Signal Corporation Savings and Stock
Ownership Plan included in the Plan's Annual Report (Form 11-K),
both for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Stamford, Connecticut
May 5, 1997
EXHIBIT 24.2
GENERAL SIGNAL CORPORATION
POWER OF ATTORNEY
The undersigned hereby appoints JOANNE L. BOBER, MICHAEL D.
LOCKHART, AND TERENCE D. MARTIN, and each of them severally, the
true and lawful attorneys or attorney of the undersigned with
power to act with or without the other and with full power of
substitution and resubstitution, to execute in his or her name,
place and stead in his or her capacity as an officer or director
or both of General Signal Corporation, a New York Corporation
(the "Corporation") one or more Registration Statements or Post-
Effective Amendments to be filed with the Securities and Exchange
Commission on Form S-8 covering shares of Common Stock of the
Corporation to be issued pursuant to any employee benefit plan of
the Corporation or its subsidiaries of the Corporation, and any
amendment or Post-Effective Amendment to any such Registration
Statement or Registration Statement that is presently effective,
and all instruments necessary or incidental in connection
therewith, and to file or cause to be filed any such Registration
Statement, amendments, and Post-Effective Amendments thereto and
other instruments with the Securities and Exchange Commission.
Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, every
act whatsoever necessary or desirable to be done in the premises,
as fully and to all intents and purposes as the undersigned could
do in person. The undersigned hereby ratifies and approves the
actions of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney on the 28th day of April, 1997.
S/Elizabeth D. Conklyn
S/Thomas A. Cunnane
S/Lewis Nerish
S/David J. Newman
